ata das assembléias gerais extraordinária e ordinária

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ata das assembléias gerais extraordinária e ordinária
Bradespar S.A.
CNPJ (Corporate Taxpayer’s ID) #03.847.461/0001-92
NIRE (Corporate Registry ID) 35.300.178.360
Publicly-Held Company
Summarized Minutes of the Annual Shareholders' Meeting held on
April 28, 2014
Date, Time, Place: On April 28, 2014, at 4 p.m., at the Company’s headquarters,
Avenida Paulista, 1.450, 9o andar, Cerqueira César, São Paulo, São Paulo, CEP
01310-917.
Board of the Meeting: Chairman: Lázaro de Mello Brandão; Secretary: Carlos
Alberto Rodrigues Guilherme.
Attendance: Company’s shareholders representing more than two thirds of the
voting capital stock; Managers of the Company and representatives of the Fiscal
Council and of PricewaterhouseCoopers Auditores Independentes.
Previous Publications: a) the documents mentioned in Article 133 of Law
#6,404/76, comprising the Management Report, the Financial Statements, the
Fiscal Council’s Report and the Independent Auditors' Report related to the fiscal
year ended on 12.31.2013 were published on 3.25.2014, in the newspapers "Diário
Oficial do Estado de São Paulo", pages 18 to 23, and "Valor Econômico", pages
A17 to A20, b) the Call Notice was published on March 26, 27 and 28, 2014, in
the newspapers "Diário Oficial do Estado de São Paulo", respectively, pages 95,
177, and 330; and "Valor Econômico", respectively, pages C3, C3, and B3.
Availability of Documents: the documents mentioned in the item "Previous
Publications", the Board of Directors and the Controlling Shareholders’ Proposals,
as well as additional information required by the regulations in force, were put on
the table and given to the shareholders for appreciation. The Chairman said that
mentioned proposals and their respective attachments are fully available, as
mentioned in the Call Notice, since 3.25.2014, on the websites
www.bradespar.com – Communication – Material Facts, BM&FBOVESPA
(www.bmfbovespa.com.br) and CVM (www.cvm.gov.br).
./.
Summarized Minutes of the Annual Shareholders' Meeting of
Bradespar S.A. held on April 28, 2014 - CNPJ (Corporate
Taxpayer’s ID) #03.847.461/0001-92 - NIRE (Corporate Registry
ID) 35.300.178.360.
.2.
Resolutions taken by the shareholders:
1) having acknowledged the Management and the Independent Auditors’
Reports, as well as the Fiscal Council’s Report, the Financial Statements for
the fiscal year ended on 12.31.2013 were fully approved, abstaining from
voting those legally prevented;
2) approved the controlling shareholders’ proposal (Cidade de Deus - Companhia
Comercial de Participações, Fundação Bradesco, NCF Participações S.A., and
Nova Cidade de Deus Participações S.A.), of 3.25.2014, to:
a) reelect the following members of the Board of Directors: Messrs. Lázaro
de Mello Brandão, Brazilian, married, banking employee, RG (Identity
Card)
1.110.377-2/SSP-SP,
CPF (Individual
Taxpayer’s
ID)
004.637.528/72; Luiz Carlos Trabuco Cappi, Brazilian, widower, banking
employee, RG (Identity Card) 5.284.352-X/SSP-SP, CPF (Individual
Taxpayer’s ID) 250.319.028/68; Antônio Bornia, Brazilian, widower,
banking employee, RG (Identity Card) 11.323.129-5/SSP-SP, CPF
(Individual Taxpayer’s ID) 003.052.609/44; Mário da Silveira Teixeira
Júnior, Brazilian, married, banking employee, RG (Identity Card)
3.076.007-0/SSP-SP, CPF (Individual Taxpayer’s ID) 113.119.598/15;
João Aguiar Alvarez, Brazilian, married, agronomist engineer, RG
(Identity Card) 6.239.718-7/SSP-SP, CPF (Individual Taxpayer’s ID)
029.533.938/11; Mrs. Denise Aguiar Alvarez, Brazilian, consensually
separated, educator, RG (Identity Card) 5.700.904-1/SSP-SP, CPF
(Individual Taxpayer’s ID) 032.376.698/65; Messrs. Carlos Alberto
Rodrigues Guilherme, Brazilian, married, banking employee, RG (Identity
Card) 6.448.545/SSP-SP, CPF (Individual Taxpayer’s ID) 021.698.868/34;
and Milton Matsumoto, Brazilian, married, banking employee, RG
(Identity Card) 29.516.917-5/SSP-SP, CPF (Individual Taxpayer’s ID)
081.225.550/04, all domiciled in Cidade de Deus, Vila Yara, Osasco, SP,
CEP 06029-900; and
./.
Summarized Minutes of the Annual Shareholders' Meeting of
Bradespar S.A. held on April 28, 2014 - CNPJ (Corporate
Taxpayer’s ID) #03.847.461/0001-92 - NIRE (Corporate Registry
ID) 35.300.178.360.
.3.
b) elect to hold the existing position in the Board of Directors Mr. José
Alcides Munhoz, Brazilian, married, banking employee, RG (Identity Card)
50.172.182-4/SSP-SP, CPF (Individual Taxpayer’s ID) 064.350.330/72,
domiciled in Cidade de Deus, Vila Yara, Osasco, SP, CEP 06029-900;
The reelected members and the elected one: 1) will have the term of office of 1
(one) year, extending up to the investiture of the Board Members to be elected
at the Annual Shareholder’s Meeting to be held in 2015; 2) declared, under
legal penalties, that they are not prevented from performing the management
of a commercial company due to criminal conviction.
3) observing the provisions in the proposal of the controlling shareholders
(Cidade de Deus - Companhia Comercial de Participações, Fundação
Bradesco, NCF Participações S.A. and Nova Cidade de Deus Participações
S.A.), of 3.25.2014, the Fiscal Council was installed in a non-permanent form,
being elected:
a) by indication of the controlling shareholders, as sitting members, Messrs.
Ariovaldo Pereira, Brazilian, married, accountant, RG (Identity Card)
5.878.122-5/SSP-SP, CPF (Individual Taxpayer’s ID) 437.244.508/34; João
Batista de Moraes, Brazilian, married, lawyer, RG (Identity Card)
8.780.236/SSP-SP, CPF (Individual Taxpayer’s ID) 863.025.078/04;
Marcos Antônio Martins, Brazilian, married, business administrator, RG
(Identity Card) 13.695.404/SSP-SP, CPF (Individual Taxpayer’s ID)
038.161.028/40, and as their respective Deputies, Messrs. Clayton Neves
Xavier, Brazilian, married, economist, RG (Identity Card) 22.251.0481/SSP-SP, CPF (Individual Taxpayer’s ID) 103.750.518/21; Paulo Ricardo
Satyro Bianchini, Brazilian, married, business administrator, RG (Identity
Card)
7.880.083-3/SSP-SP,
CPF
(Individual
Taxpayer’s
ID)
666.764.448/87; Vicente Carmo Santo, Brazilian, divorced, business
administrator, RG (Identity Card) 10.832.195-2/SSP-SP, CPF (Individual
./.
Summarized Minutes of the Annual Shareholders' Meeting of
Bradespar S.A. held on April 28, 2014 - CNPJ (Corporate
Taxpayer’s ID) #03.847.461/0001-92 - NIRE (Corporate Registry
ID) 35.300.178.360.
.4.
Taxpayer’s ID) 011.316.688/55, all domiciled at Avenida Paulista, 1.450, 9o
andar, Cerqueira César, São Paulo, SP, CEP 01310-917;
b) by indication of the shareholders holding preferred shares, as sitting
member, Mr. Marcelo Gasparino da Silva, Brazilian, married, lawyer, RG
(Identity Card) 2302967/SSP-SC, CPF (Individual Taxpayer’s ID)
807.383.469/34, domiciled at Rua Esteves Júnior, 605, ap. 1.411, Centro,
Florianópolis, SC – CEP 88015-130; and as deputy, Mr. Felipe Luckmann
Fabro, Brazilian, single, lawyer, RG (Identity Card) 3307917/SSP-SC, CPF
(Individual Taxpayer’s ID) 029.716.869/06, domiciled at Rua
Desembargador Arno Hoeschl, 361, ap. 501, Centro, Florianópolis, SC –
CEP 88015-620;
c) by indication of the minority shareholders holding common shares, as a
sitting member, Mr. Luis Claudio de Freitas Coelho Pereira, Brazilian,
married, accountant, RG (Identity Card) 22.133.723-4/SSP-SP, CPF
(Individual Taxpayer’s ID) 147.503.068-19, domiciled in Rua Carlos
Weber, 790 - ap. 191 - Edifício Cidade, Vila Leopoldina, São Paulo, SP,
CEP 05303-000; and as deputy, Mr. Mário Luna, Brazilian, married,
economist, RG (Identity Card) 7.295.753-0/SSP-SP, CPF (Individual
Taxpayer’s ID) 666.963.808-68, domiciled in Rua Dr. Paulo Ferraz da
Costa Aguiar, 1.600 - ap. 131 - Bloco G - Condomínio Forte do Golfe, Vila
Yara, Osasco, SP, CEP 06026-090;
Continuing the works, the Chairman said that:
i.
the tables regarding the calculation of separated votes that resulted in the
election of the representatives of the shareholders holding common and
preferred shares to the Fiscal Council, certified by the board, will be filed
at the Company’s Headquarters;
./.
Summarized Minutes of the Annual Shareholders' Meeting of
Bradespar S.A. held on April 28, 2014 - CNPJ (Corporate
Taxpayer’s ID) #03.847.461/0001-92 - NIRE (Corporate Registry
ID) 35.300.178.360.
.5.
ii.
abstained from voting the others attending shareholders holding common
and preferred shares; and
iii.
the elected Fiscal Council’s members:
a) will have the term of office of 1 (one) year, until the Annual
Shareholders’ Meeting to be held in 2015;
b) fulfill the conditions set forth in Article 162 of Law #6,404, of
12.15.76, and declared, under legal penalties, that they are not
prevented from performing the management of a commercial company
due to criminal conviction;
4) approved, for the fiscal year 2014, the amounts proposed by the Company’s
Management for compensation:
a) of the Management, in the annual global amount up to R$5,200,000.00, of
which up to R$120,000.00 to the Board of Directors’ members and up to
R$5,080,000.00 (fixed fees and eventual variable compensation) to the
Board of Executive Officers’ members;
b) of the Fiscal Councils’ Sitting Members, in the monthly amount of
R$9,600.00 for each Member, corresponding to the average of 10% of
fixed fees attributed to each Officer, without benefits and the Company’s
profit sharing. Deputy Members will only be paid when replacing the Sitting
ones, in cases of vacancy, absence or temporary impediments.
As determined by letter "p" of Article 10 of the Bylaws, the Board of Directors
will resolve on the distribution of the annual global amount to compensation
of its own members and of the Board of Executive Officers, in fixed fees
and/or eventual variable compensation.
./.
Summarized Minutes of the Annual Shareholders' Meeting of
Bradespar S.A. held on April 28, 2014 - CNPJ (Corporate
Taxpayer’s ID) #03.847.461/0001-92 - NIRE (Corporate Registry
ID) 35.300.178.360.
.6.
Register by request of shareholders holding together 8.27% of the capital
stock, the request for election of a Board of Directors’ member, separately, in
the form of Item II of Paragraph Four and Paragraph Five of Article 141 of
Law #6,404/76. Asked by the board of the meeting, the remaining present
minority shareholders did not follow the request to hold the election
separately. Thus, the election of a member to the Board of Directors separately
was not performed because the minimum quorum of 10% of total capital stock
was not reached.
Publication of the Minutes: the publication is authorized under the terms of
Paragraph Two of Article 130 of Law #6,404/76.
Quorum of Resolutions: approved by the majority of votes of the attending
shareholders.
There being no further business to be discussed, the word was made available for
anyone who would make use of it, but no one manifested. Thus the Chairman
adjourned the meeting, thanking the presence of all and suspending the session for
the recording of these Minutes, remembering that:
i.
taking into account that the Company in the fiscal year ended on 12.31.2013
had losses of R$47,709,166.62, the Company’s Management ceases to present
the proposal provided in Item II of the Paragraph One of Article 9 of CVM
Instruction #481, of December 17, 2009, as well as other information referred
in Annex 9-1-II of the mentioned Instruction, clarifying that the provisions of
the Sole Paragraph of Article 189 of Law #6,404/76 were fulfilled;
ii.
despite the losses in the fiscal year ended on 12.31.2013, the Company
distributed in 2013 to its shareholders the amount of R$460,779,000.00 as
interest on shareholders’ equity and dividends, by using part of the account
balance “Profit Reserves – Statutory”, pursuant its Indicative Policy of
./.
Summarized Minutes of the Annual Shareholders' Meeting of
Bradespar S.A. held on April 28, 2014 - CNPJ (Corporate
Taxpayer’s ID) #03.847.461/0001-92 - NIRE (Corporate Registry
ID) 35.300.178.360.
.7.
Minimum Annual Compensation;
iii.
the Board of Directors approved, on this date, the Board of Executive Officers’
proposal for the payment, on May 15, the first installment of the minimum
compensation to its shareholders as interest on shareholders’ equity and
dividends for the year 2014, in the amount of US$125,000,000.00,
corresponding to R$279,062,500.00. As contained in the mentioned proposal,
the remaining installment, also in the amount of US$125,000,000.00, will be
object of appreciation at the Board of Directors’ Meeting already established
to 10.31.2014.
Chairman: Lázaro de Mello Brandão; Secretary: Carlos Alberto R. Guilherme;
Shareholders: Lázaro de Mello Brandão; Luiz Carlos Trabuco Cappi; Antônio
Bornia; Mário da Silveira Teixeira Júnior; João Aguiar Alvarez; Denise Aguiar
Alvarez; Carlos Alberto Rodrigues Guilherme; Milton Matsumoto; Luiz Mauricio
Leuzinger; Victor Moraes Amaral Filho; Carlos Laurindo Barbosa; Cidade de
Deus - Companhia Comercial de Participações, Fundação Bradesco and Nova
Cidade de Deus Participações S.A., represented by their Chief Executive Officer,
Mr. Lázaro de Mello Brandão; Concialpa Participações e Comércio Ltda.,
represented by Mr. João Aguiar Alvarez; NCF Participações S.A., represented by
its Officers, Messrs. Carlos Alberto Rodrigues Guilherme and Milton Matsumoto;
Albertina Tassinari Brandão, Beatriz Tassinari Brandão, Cecília Tassinari
Brandão, João Pedro Brandão Solano Pereira and Sônia Tassinari Brandão,
represented by their attorney-in-fact, Mr. Carlos Laurindo Barbosa; Ana Eliza
Aguiar Morelli Ramos, Daniel Aguiar Morelli, Marcelo Aguiar Fasano and
Rubens Aguiar Alvarez, represented by their attorney-in-fact, Mr. Carlos Roberto
Mendonça da Silva; Alain Charles Edouard Moreau, Daniela Maria Moreau, Filipe
Eduardo Moreau, Gisela Maria Moreau and Mariana Moreau, represented by their
attorney-in-fact, Mrs. Yara Piauilino; Bras Moreau Antunes, Dora Mariani Moreau
Stroeter, Gustavo Niero Moreau, Inácio Bittencourt Rebetez, Isabel Chaib
Moreau, Lourenço Bittencourt Rebetez, Rosa Moreau Antunes and Tome Moreau
Antunes, represented by their attorney-in-fact, Mrs. Yara Piauilino; Henrique
Borenstein, represented by his attorney-in-fact, Mr. Carlos Roberto Mendonça da
./.
Summarized Minutes of the Annual Shareholders' Meeting of
Bradespar S.A. held on April 28, 2014 - CNPJ (Corporate
Taxpayer’s ID) #03.847.461/0001-92 - NIRE (Corporate Registry
ID) 35.300.178.360.
.8.
Silva; Roberto Kaminitz; Branca Cintra de Almeida Prado, Ernesto de Paula
Guimarães Neto, Maria Helena Rudge Guimarães and Roberto Rudge de Paula
Guimarães, represented by their attorney-in-fact, Mr. Carlos Roberto Mendonça da
Silva; IGN Participações Ltda., Magnat Participações Ltda. and Mil SF
Participações Ltda., represented by their attorney-in-fact, Mr. Carlos Laurindo
Barbosa; Carlos Mariani Bittencourt, represented by his attorney-in-fact, Mr.
Carlos Roberto Mendonça da Silva; Josefina Mariani Moreau Schiller and Celeste
Moreau Antunes, represented by their attorney-in-fact, Mrs. Yara Piauilino; Focus
Fundo de Investimento em Ações, Focus Super Fundo de Investimento em Ações
and Fundo de Investimento em Ações Focus EAC – Investimento no Exterior,
represented by Focus Assessoria em Investimentos Ltda., and this one by its
attorney-in-fact, Mr. José Cássio Costa Bariani; Bradesco FI Multimercado
Crédito Privado Centauro I, represented by its manager Bram – Bradesco Asset
Management S.A. Distribuidora de Títulos e Valores Mobiliários, and this one by
its attorney-in-fact, Mrs. Ana Paula Zanetti de Barros Moreira; EOS Hércules
Fundo de Investimento em Ações, represented by its manager EOS Investimentos
Ltda., and this one by its attorney-in-fact, Mr. Roberto Kaminitz; ABERDEEN
LATIN AMERICA EQUITY FUND, INC; AMERICAN INVESTMENT TRUST - THE BIRCH
TREE FUND; FIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS
INDEX FUND; FIDELITY SALEM STREET TRUST: SPARTAN GLOBAL EX U.S. INDEX
FUND; GLOBAL X BRAZIL MID CAP ETF; GMO DEVELOPED WORLD STOCK FUND, A
SERIES OF GMO TRUST; GMO FUNDS PLC; GMO GLOBAL REAL RETURN (UCITS)
FUND, A SUB-FUND OF GMO FUNDS PLC; GMO INTERNATIONAL SMALL
COMPANIES FUND; GMO REAL RETURN ASSET ALLOCATION FUND, L.P.; GMO
TRUST ON BEHALF OF GMO EMERGING COUNTRIES FUND; JAPAN TRUSTEE
SERVICES BANK, LTD. RE: RTB NIKKO BRAZIL EQUITY ACTIVE MOTHER FUND;
NZAM EM8 EQUITY PASSIVE FUND; PIONEER EMERGING MARKETS FUND;
PIONEER EMERGING MARKETS VCT PORTFOLIO; PYRAMIS GLOBAL EX U.S. INDEX
FUND LP; SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE COMPANY
INDEX FUND; THE GMO EMERGING MARKETS FUND; THE MASTER TRUST BANK
OF JAPAN, LTD AS TRUSTEE OF BNY MELLON TBCAM EMERGING VALUE EQUITY
MOTHER FUN; THE NOMURA TRUST AND BANKING CO., LTD. RE: INT. EMERGING
STOCK INDEX MSCI EMERGING NO HEDGE MOTHER; VANGUARD EMERGING
MARKETS STOCK INDEX FUND; VANGUARD FTSE ALL-WORLD EX-US INDEX
FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS;
VANGUARD FUNDS PUBLIC LIMITED COMPANY; VANGUARD TOTAL WORLD
./.
Summarized Minutes of the Annual Shareholders' Meeting of
Bradespar S.A. held on April 28, 2014 - CNPJ (Corporate
Taxpayer’s ID) #03.847.461/0001-92 - NIRE (Corporate Registry
ID) 35.300.178.360.
.9.
STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX
FUNDS; SCRI ROBECO CUSTOMIZED QUANT EMERGING MARKETS FONDS; SCRI
ROBECO INSTITUTIONEEL EMERGING MARKETS QUANT FONDS; NATIONAL
COUNCIL FOR SOCIAL SECURITY FUND; SCOTIA LATIN AMERICAN FUND; GMO
MEAN REVERSION FUND(ONSHORE), A SERIES OF GMO MASTER
PORTFOLIOS(ONSHORE), L.P.; ABU DHABI RETIREMENT PENSIONS AND BENEFITS
FUND; PICTET FUNDS S.A RE: PI(CH)-EMERGING MARKETS TRACKER; PICTET EMERGING MARKETS; PICTET - EMERGING MARKETS HIGH DIVIDEND; PICTET EMERGING MARKETS INDEX; PICTET GLOBAL SELECTION FUND - GLOBAL
GROWING MARKET FUND; PICTET GLOBAL SELECTION FUND - GLOBAL HIGH
YIELD EMERGING EQUITIES FUND; ABERDEEN LATIN AMERICAN EQUITY FUND, A
SERIES OF ABERDEEN FUNDS; AMERICAN AIRLINES,INC.MASTER FIXED BENEFIT
PENSION TRUST; ASCENSION HEALTH MASTER PENSION TRUST; BEST
INVESTMENT CORPORATION; BLACKROCK CDN MSCI EMERGING MARKETS
INDEX FUND; BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A.; CAISSE DE
DEPOT ET PLACEMENT DU QUEBEC; CALIFORNIA PUBLIC EMPLOYEES´
RETIREMENT SYSTEM; CHANG HWA COMMERCIAL BANK, LTD., IN ITS CAPACITY
AS MASTER CUSTODIAN OF ING BRAZIL FUND; CITY OF NEW YORK GROUP
TRUST; COLLEGE RETIREMENT EQUITIES FUND; DIVERSIFIED MARKETS (2010)
POOLED FUND TRUST; EMERGING MARKETS EQUITY INDEX MASTER FUND;
EMERGING MARKETS EQUITY INDEX PLUS FUND; EMERGING MARKETS EQUITY
TRUST 4; EMERGING MARKETS EX-CONTROVERSIAL WEAPONS EQUITY INDEX
FUND B; EMERGING MARKETS INDEX NON-LENDABLE FUND; EMERGING
MARKETS INDEX NON-LENDABLE FUND B; EMERGING MARKETS SUDAN FREE
EQUITY INDEX FUND; FRANCISCAN ALLIANCE, INC; GMO IMPLEMENTATION
FUND, A SERIES OF GMO TRUST; HC CAPITAL TRUST THE COMMODITY RETURNS
STRATEGY PORTFOLIO; IBM 401(K) PLUS PLAN; ILLINOIS STATE BOARD OF
INVESTMENT; ISHARES II PUBLIC LIMITED COMPANY; ISHARES III PUBLIC
LIMITED COMPANY; ISHARES MSCI ACWI EX US INDEX FUND; ISHARES MSCI
BRAZIL CAPPED ETF; ISHARES MSCI BRIC INDEX FUND; ISHARES MSCI EMERGING
MARKETS INDEX FUND; ISHARES PUBLIC LIMITED COMPANY; ISHARES V PUBLIC
LIMITED COMPANY; MINISTRY OF STRATEGY AND FINANCE; NEW YORK STATE
TEACHERS RETIREMENT SYSTEM; OMERS ADMINISTRATION CORPORATION;
ONTARIO TEACHERS PENSION PLAN BOARD; PRUDENTIAL RETIREMENT
INSURANCE AND ANNUITY COMPANY; SCHWAB EMERGING MARKETS EQUITY
ETF; SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE COMPANY INDEX
ETF; SPDR S&P EMERGING MARKETS ETF; SSGA EMERGING MARKETS INDEX
PLUS NON-LENDING COMMON TRUST FUND; SSGA MSCI BRAZIL INDEX NON-
./.
Summarized Minutes of the Annual Shareholders' Meeting of
Bradespar S.A. held on April 28, 2014 - CNPJ (Corporate
Taxpayer’s ID) #03.847.461/0001-92 - NIRE (Corporate Registry
ID) 35.300.178.360.
.10.
LENDING QP COMMON TRUST FUND; STATE STREET BANK AND TRUST COMPANY
INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS; STICHTING PHILIPS
PENSIOENFONDS; TEACHER RETIREMENT SYSTEM OF TEXAS; TEACHERS
RETIREMENT SYSTEM OF THE STATE OF ILLINOIS; THE GOVERNMENT OF THE
PROVINCE OF ALBERTA; TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS
EQUITY INDEX FUND; UAW RETIREE MEDICAL BENEFITS TRUST; ALASKA
PERMANENT FUND; AMERICAN BIBLE SOCIETY; AT&T UNION WELFARE BENEFIT
TRUST; BELL ATLANTIC MASTER TRUST; BELLSOUTH CORPORATION RFA VEBA
TRUST; BNY MELLON FUNDS TRUST - BNY MELLON EMERGING MARKETS FUND;
CF DV EMERGING MARKETS STOCK INDEX FUND; COUNTY EMPLOYEES ANNUITY
AND BENEFIT FUND OF THE COOK COUNTY; DREYFUS INVESTMENT FUNDS DREYFUS/THE BOSTON COMPANY EMERGING MARKETS CORE EQUITY FUND;
EATON VANCE TRUST CO COMMON TRUST FUND - PARAMETRIC STRUCTURED
EMERGING MARKETS EQUITY COMMON TRUST; EMERGING MARKETS EQUITY
FUND; EMERGING MARKETS INTERNATIONAL FUND; ENSIGN PEAK ADVISORS,
INC.; EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS;
FIREFIGHTERS RETIREMENT SYSTEM; I3 GLOBAL EQUITY FUND; IOWA PUBLIC
EMPLOYEES RETIREMENT SYSTEM; LINCOLN VARIABLE INSURANCE PRODUCTS
TRUST - LVIP SSGA EMERGING MARKETS 100 FUND; LVIP BLACKROCK EMERGING
MARKETS INDEX RPM FUND; MELLON BANK N.A EMPLOYEE BENEFIT
COLLECTIVE INVESTMENT FUND PLAN; PANAGORA GROUP TRUST; PPL SERVICES
CORPORATION MASTER TRUST; PUBLIC EMPLOYEE RETIREMENT SYSTEM OF
IDAHO; RAYTHEON COMPANY MASTER TRUST; SAN DIEGO GAS & ELEC CO NUC
FAC DEC TR QUAL; STATE OF CONTRAECTICUT RETIREMENT PLANS AND TRUST
FUNDS; TD EMERGING MARKETS LOW VOLATILITY FUND; TEACHERS
RETIREMENT SYSTEM OF LOUISIANA; THE PENSION RESERVES INVESTMENT
MANAGEMENT BOARD; THE TBC PRIVATE TRUST; UPS GROUP TRUST;
ADVANCED SERIES TRUST - AST PARAMETRIC EMERGING MARKETS EQUITY
PORTFOLIO; ADVANCED SERIES TRUST - AST QMA EMERGING MARKETS EQUITY
PORTFOLIO; BNY MELLON GLOBAL FUNDS, PLC; DB X -TRACKERS MSCI BRAZIL
HEDGED EQUITY FUND; DREYFUS INTERNATIONAL FUNDS, INC. - DREYFUS
BRAZIL EQUITY FUND; DREYFUS INTERNATIONAL FUNDS, INC. - DREYFUS
EMERGING MARKETS FUND; EMERGING MKTS EQTY MGRS: PORTFOLIO 1
OFFSHORE MASTER L.P.; ING EMERGING MARKETS INDEX PORTFOLIO; AMERGEN
CLINTON NUCLEAR POWER PLANT NONQUALIFIED FUND; ASHMORE EMERGING
MARKETS EQUITY FUND; COMMONWEALTH SUPERANNUATION CORPORATION;
DOMINION RESOURCES, INC. MASTER TRUST; FIDELITY SALEM STREET TRUST:
FIDELITY SERIES GLOBAL EX U.S. INDEX FUND; FORD MOTOR COMPANY DEFINED
./.
Summarized Minutes of the Annual Shareholders' Meeting of
Bradespar S.A. held on April 28, 2014 - CNPJ (Corporate
Taxpayer’s ID) #03.847.461/0001-92 - NIRE (Corporate Registry
ID) 35.300.178.360.
.11.
BENEFIT MASTER TRUST; FUTURE FUND BOARD OF GUARDIANS; LOCKHEED
MARTIN CORPORATION MASTER RETIREMENT TRUST; MARSH & MCLENNAN
MASTER RETIREMENT TRUST; MICROSOFT GLOBAL FINANCE; NATIONAL
COUNCIL FOR SOCIAL SECURITY FUND; NAV CANADA PENSION PLAN; NEW
ZEALAND SUPERANNUATION FUND; NORTHERN TRUST INVESTMENT FUNDS PLC;
OYSTER CREEK NUCLEAR GENERATING STATION QUALIFIED FUND; THREE MILE
ISLAND UNIT ONE QUALIFIED FUND; UTAH STATE RETIREMENT SYSTEMS; and
WHEELS COMMON INVESTMENT FUND, represented by Citibank N.A., and this
one by its attorney-in-fact, Mr. George Washington Tenório Marcelino; CITY OF
PHILADELPHIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; CURIAN/ABERDEEN
LATIN AMERICA FUND; FRANKLIN TEMPLETON CORPORATE CLASS LTD;
FRANKLIN TEMPLETON INVESTMENT FUNDS; JNL/MELLON CAPITAL EMERGING
MARKETS INDEX FUND; NORGES BANK; PUBLIC EMPLOYEES RETIREMENT
SYSTEM OF OHIO; RETIREMENT INCOME PLAN OF SAUDI ARABIAN OIL
COMPANY; SBC MASTER PENSION TRUST; STATE OF WYOMING; STICHTING
DEPOSITARY APG EMERGING MARKETS EQUITY POOL; T. ROWE PRICE REAL
ASSETS FUND, INC; T. ROWE PRICE REAL ASSETS TRUST I; T. ROWE PRICE
RETIREMENT DATE TRUST; TEMPLETON GLOBAL INVESTMENT TRUST TEMPLETON BRIC FUND; THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS
MASTER TRUST; THE HARTFORD GLOBAL REAL ASSET FUND; THE MASTER
TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045835; VANGUARD
INVESTMENT SERIES, PLC; and VANGUARD TOTAL INTERNATIONAL STOCK INDEX
FUND, A SERIES OF VANGUARD STAR FUNDS, represented by J.P. Morgam S.A.
DTVM, and this one by its attorney-in-fact, Mr. George Washington Tenório
Marcelino; ARGUCIA CONVEX LONG BIAS FIA; ARGUCIA ENDOWMENT FUNDO DE
INVESTIMENTO MULTIMERCADO; ARGUCIA INCOME FUNDO DE INVESTIMENTOS
EM AÇÕES; and RHODES FUNDO DE INVESTIMENTOS EM AÇÕES, represented by
ArguciaCapital Gestão de Recursos Ltda., and this one by its attorney-in-fact, Mr.
George Washington Tenório Marcelino; ABERDEEN GLOBAL - LATIN AMERICAN
EQUITY FUND; ABERDEEN GLOBAL BRAZIL EQUITY FUND; ABERDEEN LATIN
AMERICAN INCOME FUND LLC; and THE ROYAL BANK OF SCOTLAND PLS AS
DEPOSITARY OF ABERDEEN LATIN AMERICAN EQUITY FUND, represented by
Banco BNP Paribas Brasil S.A., and this one by its attorney-in-fact, Mr. George
Washington Tenório Marcelino; AMUNDI ACTIONS EMERGENTS; FDA 21; and
GRD21, represented by Banco Santander (Brasil) S.A., and this one by its attorneyin-fact, Mr. George Washington Tenório Marcelino; BEST INVESTMENT
./.
Summarized Minutes of the Annual Shareholders' Meeting of
Bradespar S.A. held on April 28, 2014 - CNPJ (Corporate
Taxpayer’s ID) #03.847.461/0001-92 - NIRE (Corporate Registry
ID) 35.300.178.360.
.12.
CORPORATION; BOMBARDIER TRUST (CANADA) GLOBAL EQUITIES FUND; and THE
BOMBARDIER TRUST (UK), represented by HSBC CTVM S.A., and this one by its
attorney-in-fact, Mr. George Washington Tenório Marcelino; AMUNDI FUNDS,
represented by Itaú Unibanco S.A., and this one by its attorney-in-fact, Mr. George
Washington Tenório Marcelino; Geração Futuro L. Par Fundo de Investimento em
Ações, represented by its manager GF Gestão de Recursos S.A., and this one by its
attorney-in-fact, Mr. Rodrigo de Mesquita Pereira; Estate of Amador Aguiar,
represented by its attorney-in-fact, Mr. Gustavo Domingues Quevedo; Marcelo
Gasparino da Silva; José Antonio Martins Rodrigues; Auditor: Luís Carlos Matias
Ramos.
-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.
Declaration: I declare that this present instrument is a free English translation of
the Minutes drawn up in the Company’s records and that the signatures, in the
same records, are authentic.
Bradespar S.A.
Carlos Alberto Rodrigues Guilherme
Secretary
./.

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